|  |  |  |  |
| --- | --- | --- | --- |
|  | (a) |  | the stockholders of the Guarantor immediately prior to
such transaction “beneficially own” (as such term is defined in Rule
13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly
through one or more intermediaries, at least a majority of the voting
power of the outstanding voting stock of the Guarantor immediately
following the consummation of such transaction; and |
|  |
|  | (b) |  | immediately following the consummation of such
transaction, no “person” (as such term is defined above), other than
such other Entity (but including the holders of the equity interests of
such other Entity), “beneficially owns” (as such term is defined
above), directly or indirectly through one or more intermediaries, more
than 50% of the voting power of the outstanding voting stock of the
Guarantor. |



In this Section, “Continuing Directors” means, as of any date of determination, any
member of the board of directors who (a) was a member of the board of directors on
June 20, 2003 or (b) was nominated for election to the board of directors with the
approval of, or whose election to the board of directors as ratified by, at least a
majority of the Continuing Directors who were members of the board of directors at
the time of such nomination or election. “Entity” means any corporation,
partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, limited liability company, government or any agency or political
subdivision hereof or any other entity.

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